0000899243-22-031149.txt : 20220915
0000899243-22-031149.hdr.sgml : 20220915
20220915163404
ACCESSION NUMBER: 0000899243-22-031149
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220913
FILED AS OF DATE: 20220915
DATE AS OF CHANGE: 20220915
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lutzker Joshua Adam
CENTRAL INDEX KEY: 0001886815
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40951
FILM NUMBER: 221246126
MAIL ADDRESS:
STREET 1: C/O PORTILLO'S HOT DOGS, LLC
STREET 2: 2001 SPRING ROAD, SUITE 400
CITY: OAK BROOK
STATE: IL
ZIP: 60523-1903
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Portillo's Inc.
CENTRAL INDEX KEY: 0001871509
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 871104304
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1225
BUSINESS ADDRESS:
STREET 1: C/O THE PORTILLO RESTAURANT GROUP
STREET 2: 2001 SPRING ROAD, SUITE 400
CITY: OAK BROOK
STATE: IL
ZIP: 60523-1903
BUSINESS PHONE: (630) 954-3773
MAIL ADDRESS:
STREET 1: C/O THE PORTILLO RESTAURANT GROUP
STREET 2: 2001 SPRING ROAD, SUITE 400
CITY: OAK BROOK
STATE: IL
ZIP: 60523-1903
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-09-13
0
0001871509
Portillo's Inc.
PTLO
0001886815
Lutzker Joshua Adam
C/O PORTILLO'S INC.
2001 SPRING ROAD, SUITE 400
OAK BROOK
IL
60523
1
0
0
0
Class A common stock
2022-09-13
4
D
0
17284
22.7406
D
10245336
I
By Berkshire Fund VIII-A, L.P.
Class A common stock
8397
I
See note
LLC Units of PHD Group Holdings LLC
2022-09-13
4
D
0
41597
22.7406
D
Class A common stock
41597
24657354
I
By Berkshire Fund VIII, L.P.
LLC Units of PHD Group Holdings LLC
2022-09-13
4
D
0
1143
22.7406
D
Class A common stock
1143
677635
D
LLC Units of PHD Group Holdings LLC
2022-09-13
4
D
0
3765
22.7406
D
Class A common stock
3765
2231823
D
Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of August 5, 2022 (the "Purchase Agreement"). Such securities may be deemed to be beneficially owned by Berkshire Partners Holdings LLC ("BPH"); BPSP, L.P. ("BPSP"); Eighth Berkshire Associates LLC ("8BA"), its general partner; and Berkshire Partners LLC ("BP"), its investment adviser. BPH is the general partner of BPSP, which is the managing member of BP. As the managing member of BP, BPSP may be deemed to beneficially own shares of Class A common stock that are beneficially owned by BP.
(Continued from Footnote 1) As the general partner of BPSP, BPH may be deemed to beneficially own shares of Class A common stock that are beneficially owned by BPSP. BPH, BPSP, VIII-A, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, VIII-A, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
Represents restricted stock units granted on January 18, 2022 for the Reporting Person's service on the Board of Directors of the Issuer, 6,000 of which will vest in equal installments on each of October 21, 2022, October 21, 2023 and October 21, 2024, and 2,397 of which will vest in full on December 31, 2022, in each case, subject to the director's continued service with the Issuer through such vesting date and the terms of the applicable award agreement. Any securities issued to the Reporting Person for service as a director of the Issuer are held by the Reporting Person for the benefit of funds or entities affiliated with BP.
(Continued from Footnote 3) The Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC ("PHD Group Holdings"), dated as of October 20, 2021, LLC Units (as defined therein) directly held by certain of the Reporting Persons are exchangeable for shares of Class A common stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.
Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH, BPSP, VIII, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act. Each of BPH, BPSP, VIII, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III") following the sale to the Issuer pursuant to the Purchase Agreement. BI III may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV") following the sale to the Issuer pursuant to the Purchase Agreement. BI IV may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
/s/ Joshua Adam Lutzker
2022-09-15